Manish Chawla - 16 May 2022 Form 4 Insider Report for ASPENTECH Corp (AZPN)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
18 May 2022, 16:32:06 UTC
Prior SEC filing
20 Apr 2022
Next SEC filing
17 May 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/F.G. Hammond, attorney-in-fact for Mr. Chawla

Key filing fact

Manish Chawla filed Form 4 for ASPENTECH Corp (AZPN) on 18 May 2022.

Key facts

  • This page summarizes Manish Chawla's Form 4 filing for ASPENTECH Corp (AZPN).
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 18 May 2022, 16:32.

Change

  • Previous filing in this sequence was filed on 20 Apr 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

AZPN transaction

No Securities Beneficially Owned

Disposed to Issuer

Transaction value
Shares
-9,263
Change %
-100%
Price
Shares after
0
Date
16 May 2022
Ownership
Direct
Footnotes
F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

AZPN transaction Derivative

Common Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-10,647
Change %
-100%
Price
Shares after
0
Date
16 May 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
10,647
Exercise price
$161.95
Footnotes
F1, F3, F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Manish Chawla is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

On May 16, 2022, the closing of the transactions contemplated by the Transaction Agreement and Plan of Merger, dated as of October 10, 2021, as amended, among Aspen Technology, Inc. ("AspenTech"), Emerson Electric Co., Emersub CX, Inc., ("New AspenTech") and certain other parties, occurred, pursuant to which AspenTech merged with a wholly owned subsidiary of New AspenTech (the "Merger"). Pursuant to the Merger, AspenTech became a wholly owned subsidiary of New AspenTech.

Footnote F2

At the effective time of the Merger (the "Effective Time"), each outstanding share of the AspenTech common stock (other than certain excluded shares) automatically converted into the right to receive $87.69 in cash (the "Cash Consideration"), plus 0.42 of a validly issued, fully paid and nonassessable share of New AspenTech.

Footnote F3

The option granted at the exercise price of $161.95 vests in 16 equal consecutive quarterly installments on the last business day of the quarter beginning with the quarter ending September 30, 2022.

Footnote F4

Each converted equity award described herein shall be subject to the same terms and conditions (including vesting and expiration schedule, as applicable) as applied to the corresponding AspenTech equity award as of immediately prior to the Effective Time.

Footnote F5

Each AspenTech stock option ("AspenTech Stock Option") outstanding immediately prior to the Effective Time was cancelled and assumed by New AspenTech and converted into the right to receive a New AspenTech stock option ("Converted Option") covering that number of shares of New AspenTech common stock, rounded down to the nearest whole share, equal to the product of (i) the number of shares of AspenTech common stock underlying the corresponding AspenTech Stock Option as of immediately prior to the Effective Time multiplied by (ii) the Aspen Equity Award Exchange Ratio. The exercise price applicable to each Converted Option shall be equal to (i) the exercise price per share of AspenTech common stock applicable to the corresponding AspenTech Stock Option as of immediately prior to the Effective Time divided by (ii) the Aspen Equity Award Exchange Ratio, rounded up to the nearest whole cent.

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